Filed by sedaredgar.com - Journey Resources Corp. - Exhibit 4.11






AGREEMENT 
REGARDING THE EMPIRE MINE 

                    This
Agreement is made effective as of the ____ day of February, 2008, by and between
MACKAY LLC, an Illinois limited liability company (“Mackay”), HONOLULU COPPER
CORPORATION, a Utah corporation (“Honolulu”), SULTANA RESOURCES LLC, an Idaho
limited liability company (“Sultana”), TRIO GOLD CORP., an Alberta corporation
(“Trio”), JOURNEY RESOURCES CORP., a British Columbia corporation, and ZICO LLC,
an Idaho limited liability company (“Zico”). 

RECITALS: 

                    1.      Mackay,
Honolulu, Sultana and Trio are parties to that certain litigation in the United
States District Court for the District of Idaho entitled Sultana
Resources LLC v. Trio Gold Corporation, Case No. 4:06-CV 00265 BLW (“the
Litigation”), relating to the parties respective rights and obligations under
various agreements relating to those certain mining claims located in portions
of Section 1, Township 6 North, Range 23 East, and Sections 35 and 36, Township
7 North, Range 23 East, Alder Creek Mining District, Custer County, Idaho, as
set forth on Exhibit A attached hereto, known generally as the Empire Mine
(collectively, “the Empire Mine”). The Litigation also includes the consolidated
matter of Mackay LLC, et al. v. Trio Gold Corporation, Case No.
06-473-S-BLW, relating to Trio’s possession of certain drill core known as the
“Cambior drill core” owned by Mackay and Honolulu. 

                    2.      Zico
is a lessee of Mackay and Honolulu with respect to the Empire Mine pursuant to
an agreement entered into on or about April 24, 2007. 

__________________________________________

AGREEMENT REGARDING THE EMPIRE MINE – 
Page 1 of 14 




                    3.      Trio
entered into an agreement with Sultana dated March 17, 2004 with respect to the
Empire Mine. 

                    4.      Journey
entered into an agreement with Trio dated May 29, 2006 with respect to the
Empire Mine (the “Trio/Journey Agreement”). 

                    5.     
Journey entered into a subsequent agreement with Trio dated September 27, 2007
with respect to the Empire Mine. 

                    6.     
The parties hereto wish to enter into an agreement whereby, subject to the terms
and conditions set forth herein: (a) all of the claims asserted by the parties
in the Litigation will be dismissed with prejudice, and all of the claims
asserted in it will be deemed fully and finally settled; (b) Trio and Journey
will release any claim to any interest in the Empire Mine; (c) Zico will
purchase the work product of Journey, Trio or their respective consultants
relating to the Empire Mine, as more fully detailed herein; (d) Zico will
purchase a 100% right, title and interest in and to any patented or unpatented
mining claims or leases or mill site claims (the “Other Mining Claims”) located
or owned or leased in whole or in part directly or indirectly within 10 miles of
the outer boundaries of the Empire Mine by Journey or Trio, or any of their
respective directors, officers, employees, agents or consultants, including the
mining claims listed in Schedule “B” hereto; and (e) the Cambior drill core
owned by Mackay and Honolulu will be returned by Trio and Journey to Mackay and
Honolulu at such time as Mackay and Honolulu request. 

AGREEMENT 

                    WHEREFORE,
in consideration of the promises and obligations set forth in this Agreement and
the payment of the sum of US$5.00 by each of the parties hereto to each 




of the other parties hereto, the receipt and sufficiency of
which is acknowledged by each of the parties, the parties agree as follows: 

                    1.      Zico
will pay to Journey at Closing the sum of ONE MILLION CANADIAN DOLLARS
(CND$1,000,000), subject to the terms and conditions herein. 

                    2.      At
Closing, Trio and Journey will cause to be delivered to Zico all of their work
product (the “Work Product”) relating to the Empire Mine, including but not
limited to, any technical, financial and/or commercial, information and data
with respect to the exploration, development, exploitation, operation,
performance, cost, know-how, business and process and any other matters relating
or connected to the Empire Mine and the related mining leases in the care,
possession or control of Journey or Trio, as well as the items set forth herein
below: 

	 	a. 	
      All digitalized drill logs, including all data regarding
      location, depth, angle, and geologist interpretation of
  intercepts;

	 	 	 
	 	b. 	
      All physical drill core and reverse circulation drilling
      material (including Cambior, Journey and Trio material);

	 	 	 
	 	c. 	
      All assay results;

	 	 	 
	 	d. 	
      All assay certificates;

	 	 	 
	 	e. 	
      All metallurgical testing data and reports;

	 	 	 
	 	f. 	
      All Techbase data and modeling;

	 	 	 
	 	g. 	
      All work product from Dennis Anderson, P.E. or Anderson
      Resource Associates, Inc.;

	 	 	 
	 	h. 	
      All work product from James Golden, P.E. or GoldSpring,
      Inc.

	 	 	 
	 	i. 	
      All Cambior data;








	 	j. 	
      Any drill hole surveys, including each and every legal
      survey of drill holes;

	 	 	 
	 	k. 	
      Any geophysical or geochemical work;

	 	 	 
	 	l. 	
      Any aeromagnetic or gravity surveys; and

	 	 	 
	 	m. 	
      All electronic copies and all record bearing media
      containing or disclosing the Work Product or any part thereof, including
      the foregoing listed items.




	
      3. 
	
      Due Diligence – It is a condition precedent to this
      Agreement that Zico shall have a period of 120 days commencing on the date
      of the execution of this Agreement to conduct due diligence (“Due
      Diligence”) on such Work Product. Each of Journey and Zico agree to work
      in good faith to assist the other in the Due Diligence process. In this
      regard, the Due Diligence process on the Work Product will be conducted at
      the offices of Journey where Journey will ensure the attendance of Phil
      van Angeren, Journey’s “Qualified Person” as that term is defined by NI
      43-101 and, such other consultants and personnel of Journey as Zico may
      reasonably require. Each of Journey and Zico agree to work in good faith
      to assist the other to complete the Due Diligence process according to the
      following schedule:

	 	 
		
      March 10 to 13, 2008 - review of the Work Product in
      Vancouver with Journey’s Qualified Person(s).

	 	 
		
      March 14 to 17, 2008 – examination of drill cores,
      cutting of representative cores and sending for sampling purposes to SGS
      laboratories or other qualified laboratory as determined by Zico.
      Journey’s QP must be in attendance in Mackay with the drill logs and
      assays during the examination of drill cores.

	 	 
		
      May 1 to 17, 2008 – Receipt and review of assays results.
      Further review of all material. Should there be discrepancies, further
      cutting and reassaying of the cores may be
required.







May 24 to June 15, 2008 – site visit
subject to snow conditions (the drill site must be barren of snow) and
availability of consultants. 

June 15-20 – final report preparation
or earlier, if it is reasonably possible. Each of the parties hereto shall bear
their respective costs associated with this Due Diligence process. 

                    4.     
If, upon completion of the Due Diligence process, Zico determines at its sole
and unfettered discretion that the Work Product does not, in whole or in part,
meet the standards set forth in National Instrument 43-101 (“NI 43-101”) or the
standards and guidelines set forth by the Canadian Institute of Mining, Zico
shall so notify each of the other parties hereto and, upon delivery of such
notice, this Agreement shall be null and void and without further effect
whatsoever. As part of its due diligence, Zico shall have the right to split the
Cambior drill core and the Trio-Journey drill core and to have the same assayed.
Notwithstanding any other terms or conditions of this Agreement (including any
termination of this Agreement for any reason whatsoever), Mackay and Honolulu
shall retain all right, title, possession and interest in and to any and all
Cambior drill core and data.

                    5.      Each
of Journey and Trio represents and warrants to each of Mackay, Honolulu and Zico
that the Work Product generated after March 17, 2004 meets the standards set
forth in NI 43-101 and the standards and guidelines set forth by the Canadian
Institute of Mining and is suitable for calculation of a mineral resource in
accordance with NI 43-101 and for mine planning. These representations and
warranties shall survive any termination of this Agreement. These
representations and warranties shall not survive the termination of this
Agreement if Zico determines that the Work 




Product does not meet NI 43-101 and the standards and
guidelines set forth by the Canadian Institute of Mining. 

                    6.      Each
of Journey and Trio represents and warrants to each of Mackay, Honolulu and Zico
that the Cambior Drill Core has been handled and maintained in accordance with
the standards set forth in NI 43-101 for handling and maintaining drill core
while in the possession of Journey. These representations and warranties shall
survive any termination of this Agreement. 

                    7.      Zico
shall have the right to contact and receive information and data related to the
Empire Mine from any employee, agent or consultant of Journey or Trio, including
metallurgical and assays labs or geophysical or geochemical labs or consultants
and to use such information and data. 

                    8.      Closing
shall take place on July 3, 2008 or such other date as the parties may mutually
agree at the offices designated by Zico in the City of Toronto, Canada. At
Closing, Trio and Journey will cause to be conveyed to Zico a 100% right, title
and interest in and to the Work Product and the Other Mining Claims, including
all mineral rights. 

                    9.     
At Closing,: 

	 	(a) 	
      Zico shall deliver to Journey a certified cheque or bank
      draft for the amount set forth in Section 1 herein; and

	 	 	 	 
	 	(b) 	
      Journey shall deliver to Zico:

	 	 	 	 
	 		(i) 	
      the Work Product; and

	 	 	 	 
	 		(ii) 	
      duly execute a statutory form of transfer document(s)
      with respect to the transfer of the Other Mining Claims as set forth in
      Section 9 herein; and

	 	 	 	 
	 	(c) 	
      each of the parties hereto shall deliver:

	 	 	 	 
	 		(i) 	
      releases in the form that each of the parties may
      reasonably request;








	 	(ii) 	
      such other documents as may be required and each of the
      parties may reasonably request with respect to the termination of
      proceedings;

	 	 	 
	 	(iii) 	
      such other documents as may be required and each of the
      parties may reasonably request with respect to the release of interests in
      the Mining Claims and the transfer of the Other Mining
  Claims.



                    10.      The
Parties shall do such acts and shall execute such further documents,
conveyances, deeds, assignments, transfers and other instruments, and will cause
the doing of such acts and will cause the execution of such further documents as
are within its power as any other Party may in writing at any time and from time
to time reasonably request be done and or executed, in order to give full effect
to the provisions of this Agreement and the Closing Documents. The Parties
hereby consent to such registering or recording and agree to co-operate with
such other Party to accomplish the same. 

                    11.     
Prior to Closing, a Party desiring to make a disclosure, statement or press
release concerning this Agreement shall first consult with the other Party prior
to making such disclosure, statement or press release, and the Parties shall use
all reasonable efforts, acting expediently and in good faith, to agree upon a
text and release time for such statement or press release which is satisfactory
to the Parties or as required by applicable laws. 

                    12.      At
the time of complete execution of this Agreement, the following Agreements
relating to the Empire Mine shall be deemed terminated, and no party shall have
any further obligation to any other party thereunder, or any further rights or
claims thereunder: 





	 	a. 	
      A lease agreement dated December 20, 1999, as amended by
      an agreement dated July 3, 2004, between Mackay and Sultana (collectively,
      “the Mackay/Sultana Lease”);

	 	 	 
	 	b. 	
      A lease agreement dated March 16, 2000, as amended by an
      agreement dated July 3, 2004, between Honolulu and Sultana (collectively,
      “the Honolulu/Sultana Lease”); and

	 	 	 
	 	c. 	
      A sublease agreement dated March 17, 2004, as amended by
      an agreement dated June 30, 2004, between Sultana and Trio (collectively,
      “the Sultana/Trio Sublease”).



                    13.      Upon
payment of the sum due under Section 1 herein, Mackay, Honolulu and Sultana each
shall for themselves, their assigns, representatives, affiliates, agents,
directors, employees, servants, officers, attorneys, predecessors and successors
collectively hereby release, acquit and forever discharge Trio and Journey and
their respective officers, directors and employees individually and
collectively, jointly and severally, from any and all costs, expenses, claims,
counterclaims, contracts, assessments, promises, controversies, obligations,
demands, damages, representations, losses, liabilities, actions and causes of
actions of whatever kind, nature or name, whether arising in contract or in
tort, whether known or unknown, established or contingent, either in law or in
equity, arising out of or in any way connected with the Empire Mine or events
and transactions which are the subject of the Litigation, and from any and all
claims and causes of action alleged or which might have been alleged in the
Litigation. 




                    14.     
Upon payment of the sum due under Section 1 herein, Trio and Journey each shall
for themselves, their assigns, representatives, affiliates, agents, directors,
employees, servants, officers, attorneys, predecessors and successors
collectively hereby release, acquit and forever discharge Mackay, Honolulu,
Sultana and Zico and their respective assigns, affiliates, administrators,
representatives, officers, directors, agents, servants, consultants, employees,
attorneys, lessees, joint venture partners, predecessors, successors and any
other person affiliated or associated with such parties individually and
collectively, jointly and severally, from any and all costs, expenses, claims,
counterclaims, contracts, assessments, promises, controversies, obligations,
demands, damages, representations, losses, liabilities, actions and causes of
actions of whatever kind, nature or name, whether arising in contract or in
tort, whether known or unknown, established or contingent, either in law or in
equity, arising out of or in any way connected with the Empire Mine or the Other
Mining Claims or for events and transactions which are the subject of the
Litigation, and from any and all claims and causes of action alleged or which
might have been alleged in the Litigation. Trio and Journey shall expressly
disclaim any further interest in the Empire Mine or the Other Mining Claims or
in any agreement relating to either. 

                    15.      At
the time of execution of this Agreement, the parties, through their counsel of
record, shall execute and file a stipulation for dismissal of the Litigation
with prejudice, with each of the parties bearing their respective costs and
attorneys’ fees. All of the claims asserted by the parties in the Litigation
will be dismissed with prejudice, and all of the claims asserted in it will be
deemed fully and finally settled.




                    16.     
It is understood and agreed by the parties to the Litigation that this Agreement
is a compromise of disputed claims and that the payments made and other
obligations undertaken by this Agreement are not to be construed as admissions
of liability or fault on the part of any party. 

                    17.      Each
of the parties releasing claims hereunder represents, warrants, covenants and
indemnifies the parties being released as follows: 

                              a.      That
it is the sole holder and owner of its respective interest in and to the claims
and matters released by it, including the Empire Mine or Other Mining Claims;
that no other person or entity has any interest in the claims and matters
released by it pursuant to this Agreement; and that it has not assigned, nor
will it assign to any person or party, any claim or matter within the scope of
the releases contained herein; 

                              b.      That
it has not, nor will it, individually or with any other person or entity, or in
any way, file, make, otherwise commence, aid in any way, prosecute, cause or
permit to be prosecuted against any released party any complaint, lawsuit,
charge, claim, demand, cause of action, obligation, damage or liability
(hereinafter collectively referred to as a “Claim”) which is the subject of the
releases provided for in this Agreement, except as strictly and expressly
provided herein; 

                              c.     
That in the event of a breach of the covenants set forth in subparagraph b of
this paragraph, it agrees and consents to the dismissal or withdrawal, with
prejudice, of any such Claim that has been or may in the future be filed by
either or on its behalf. In the event that either files any Claim within the
scope of those matters described in subparagraph b above, it shall be liable to
the other party or parties against whom the Claim is wrongfully filed and shall
indemnify and save each such party 




harmless from all costs and expenses, including, without
limitation, attorneys’ fees incurred by such party or its present, past or
future, assigns, affiliates, representatives, administrators, officers,
directors, agents, administrators, servants, consultants, employees, attorneys,
lessees, joint venture partners, predecessors, successors and any other person
affiliated or associated with such parties, if any, in defending or responding
to any such Claim, regardless of whether such defense or response is before a
local, state, or federal court or administrative agency, and regardless of who
might ultimately be deemed to be the prevailing party as to any such Claim; 

                              d.      That
it has wholly relied upon its own judgment, belief and knowledge of the claims
released herein, and that neither has been influenced to any extent whatsoever
in entering into this Agreement by any representation or statement made by the
other, any person or persons representing the other, or by any attorney or
expert employed by the other. 

                              e.     
That it has carefully read this Agreement, and all of its provisions, has
received and accepted the advice of its own independent legal counsel with
respect hereto, and has entered into this Agreement freely and voluntarily
intending that it and the parties for whom its acts be legally bound hereby;


                              f.      That
this Agreement has been duly and validly executed and delivered by it and
constitutes the legal, valid and binding obligation of it; and, 

                              g.     
That each of the covenants and warranties set forth in this paragraph are
material terms of this Agreement without which the parties would not have made
the promises set forth herein. 




                    18.     
In any action brought to enforce, construe or seek damages for breach of this
Agreement, or to rescind this Agreement, the prevailing party shall be entitled
to recover its reasonable attorneys' fees, costs, and expenses of litigation in
addition to any other monetary relief or other amount to which it may be
entitled. 

                    19.      This
Agreement shall be governed by and construed in accordance with the laws of the
State of Idaho without reference to any of its conflicts of law provisions. Any
action brought to enforce, construe or seek damages for breach of this
Agreement, or to rescind this Agreement, shall be brought exclusively in the
state courts of the State of Idaho or in the United States District Court for
the District of Idaho. Each party hereto consents to the personal jurisdiction
of such courts for the limited purposes set forth herein. 

                    20.      Each
party hereto shall bear its own attorneys’ fees and costs arising from the
actions of its counsel in connection with the negotiation and preparation of
this Agreement and any and all associated documents referred to herein. 

                    21.     
Any provision of this Agreement, or any portion of any provision, that is deemed
to be illegal, unenforceable or both shall be severed from this Agreement,
without affecting the validity of the remainder of this Agreement. In such
event, all other provisions or parts of provisions of this Agreement shall
remain in full force and effect. 

                    22.      This
Agreement constitutes the final written expression of all of the terms of the
settlement of the claims of the parties to the Litigation, and it is the
complete and exclusive statement of the terms of such settlement. Each of such
parties hereby acknowledges this Agreement shall be binding upon and inure to
the benefit of the each party released hereby and its present, past or future,
assigns, affiliates, 




representatives, officers, directors, agents, administrators,
servants, consultants, employees, attorneys, lessees, joint venture partners,
predecessors, successors and any other person affiliated or associated with such
party. 

                    23.      This
Agreement may be executed in counterpart originals and shall be deemed to be one
and the same instrument once each party hereto has executed an original of this
Agreement. 

                    24.      Following
the date of execution of this Agreement, neither Journey nor Trio shall cause,
allow or suffer any liens to be recorded against the Empire Mine or the Other
Mining Claims to be conveyed by them to Zico hereunder. Both Journey and Trio
shall cause any existing liens against the Empire Mine or the Other Mining
Claims to be fully released or extinguished by the time of such conveyance
caused by or related to Journey and Trio exploration efforts. 

EXECUTED AND AGREED TO: 

MACKAY LLC 

 

	 	By:	“Rodney Johnson” 
	 		 Rodney Johnson, its Managing Member 
	 	 	 
	 	 	 
	 	HONOLULU COPPER CORPORATION 
	 	 	 
	 	 	 
	 	By:	“Ross Moody” 
	 		Ross Moody, its President 
	 	 	 
	 	 	 
	 	SULTANA RESOURCES LLC 
	 	 	 
	 	 	 
	 	By:	“Lonnie Mollberg” 
	 		Lonnie Mollberg, its Managing Member 








	 	ZICO LLC 
	 		 
	 		 
	 	By:	“Stanley Magidson” 
	 	 	Stanley Magidson, its Managing Member 
	 	 	 
	 		 
	 	TRIO GOLD CORP. 
	 		 
	 	By:	“Harry Ruskowsky” 
	 	 	Harry Ruskowsky, its President 
	 	 	 
	 		 
	 	JOURNEY RESOURCES CORP. 
	 		 
	 		 
	 	By:	“Jatinder Bal”
	 	 	Jatinder Bal, its President